Investor Representation Certificate
(Accredited Investors)

Summary

This investor representation certificate template may be used in a private offering made in reliance on Rule 506 of Regulation D under the Securities Act of 1933, as amended (Securities Act). This template includes practical guidance, drafting notes, and alternate clauses. The exemptions from registration provided by Rule 506 of Regulation D limit the type of investors that may participate in an offering relying on the exemption. Specifically, the exemption provided by Rule 506(b) allows an unlimited number of “accredited investors” (as defined in Rule 501(a) of Regulation D (17 C.F.R. § 230.501)), but only allows up to 35 non-accredited investors. The exemption provided by Rule 506(c) requires that all purchasers are accredited investors that have been reasonably verified. The purpose of an investor questionnaire is to gather needed information on the investor, including the investor’s name, address and contact information, as well as the accredited status of the investor. Gathering such information is necessary for the issuer company’s own records, as well as to enable compliance with federal and state securities law requirements. This questionnaire is intended for use when the offering is open only to accredited investors. If the offering is open to both accredited and non-accredited (but sophisticated investors), this template should be modified to include questions applicable to the non-accredited investors (for an example of such template, see Investor and Purchaser Representative Questionnaire (Start-Up)). For more resources on private placements, see Private Placements Resource Kit. For a full listing of key content covering Regulation D offerings, see Regulation D Resource Kit.